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Private Placement Agreement
"I need a Private Placement Agreement for my tech startup to raise Series A funding of USD 5 million from three foreign venture capital investors, with expected closing in March 2025; the agreement should include standard FEMA compliance provisions and special rights for lead investor board nomination."
1. Parties: Identification of the issuer company and the investor(s)
2. Background: Context of the private placement, company information, and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Details of the Placement: Specific details about the securities being offered, price, and number of units
5. Subscription Terms: Terms and conditions of the subscription, including payment mechanisms
6. Representations and Warranties: Representations and warranties of both the issuer and the investor(s)
7. Conditions Precedent: Conditions that must be satisfied before the investment is made
8. Closing Mechanics: Procedures and requirements for completing the investment
9. Covenants: Ongoing obligations of the parties post-investment
10. Regulatory Compliance: Compliance with SEBI regulations and other applicable laws
11. Confidentiality: Provisions regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
14. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability
1. Foreign Investment Provisions: Required when foreign investors are involved, addressing FEMA compliance
2. Tag-Along Rights: Optional provisions giving investors the right to join in sale of shares by promoters
3. Anti-Dilution Rights: Protection for investors against future dilution of their shareholding
4. Board Nomination Rights: Rights of investors to nominate directors to the company's board
5. Information Rights: Special rights for investors to receive company information beyond statutory requirements
6. Exit Rights: Specific provisions regarding investor exit options
7. Subsequent Investment Rounds: Provisions regarding future funding rounds and pre-emptive rights
8. Industry-Specific Compliance: Additional provisions required for regulated industries
1. Schedule 1 - Company Information: Detailed company information including corporate and capital structure
2. Schedule 2 - Subscription Details: Detailed breakdown of the securities being issued and consideration
3. Schedule 3 - Conditions Precedent Checklist: List of all conditions to be satisfied before closing
4. Schedule 4 - Disclosure Schedule: Exceptions to representations and warranties
5. Schedule 5 - Form of Board Resolution: Pro-forma board resolution approving the private placement
6. Schedule 6 - Compliance Certificates: Required regulatory compliance certificates
7. Appendix A - Share Certificate Format: Format of share certificates to be issued
8. Appendix B - Investor KYC Requirements: List of required KYC documents and forms
9. Appendix C - Private Placement Offer Letter: Form PAS-4 as required under Companies Act, 2013
Authors
Agreement
Applicable Law
Board
Business Day
Closing
Closing Date
Companies Act
Company
Confidential Information
Conditions Precedent
Consents
Control
Director
Disclosure Schedule
Effective Date
Encumbrance
Equity Shares
FEMA
Financial Statements
Financial Year
Governmental Authority
INR
Intellectual Property Rights
Investment Amount
Investor
Issue Price
Key Managerial Personnel
Material Adverse Effect
Material Contracts
Offer Letter
Ordinary Course of Business
Party/Parties
PAS Rules
Person
Placement Shares
Private Placement
Promoter
RBI
Related Party
Representations and Warranties
SEBI
Securities
Shareholders
Subscription Amount
Subscription Shares
Tax
Transaction Documents
Transfer
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Information Rights
Board Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Pre-emptive Rights
Exit Rights
Confidentiality
Non-Competition
Regulatory Compliance
Indemnification
Term and Termination
Events of Default
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Amendment and Waiver
Severability
Entire Agreement
Counterparts
Further Assurances
Time of Essence
Technology
Real Estate
Manufacturing
Healthcare
Financial Services
Infrastructure
Renewable Energy
E-commerce
Biotechnology
Telecommunications
Education
Agriculture Technology
Consumer Goods
Media and Entertainment
Legal
Finance
Compliance
Corporate Secretarial
Investment Relations
Risk Management
Corporate Development
Board of Directors
Executive Management
Treasury
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Compliance Officer
Investment Banking Director
Private Equity Manager
Corporate Finance Manager
Board Director
Managing Director
Finance Director
General Counsel
Corporate Development Manager
Investment Relations Manager
Risk Manager
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